天新药业: 董事会议事规则

General Provisions - The rules aim to standardize the board's decision-making processes and enhance operational efficiency in accordance with relevant laws and regulations [1][2] - The board is required to hold at least two regular meetings each year [1] Proposals and Meetings - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting, which must be convened within 10 days [2] - The board secretary must forward written proposals to the chairman on the same day they are received [2][3] - Meeting notifications must be sent out 10 days in advance for regular meetings and 3 days for temporary meetings [4] Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [6] - Directors can attend meetings in person or delegate another director to attend on their behalf, with specific rules regarding delegation [7] - Meetings can be held in person or via electronic means, ensuring all directors can communicate effectively [8] Voting and Resolutions - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [29] - Resolutions require more than half of the total number of directors to pass, unless otherwise specified by law or company regulations [34] - Directors must avoid voting on matters where they have a conflict of interest [38] Documentation and Record Keeping - Meeting records must be accurate and include details such as date, attendees, agenda, and voting results [44] - Meeting archives must be maintained for at least ten years [49] - The rules will take effect upon approval by the shareholders' meeting and will replace previous regulations [52]